BVI Offshore company
About BVI Islands
British Virgin Islands or BVI is known worldwide as a reputable and most established offshore financial center. Over the years, it has set industry standards that other offshore centers follow. Transcend Consulting offers offshore incorporation services through our associate agent in BVI.
We work close with private businesses and professional go-betweens like accountants, financial advisors, lawyers, and tax consultants operating globally. Our years of professional experience allow us to provide knowledge and capability of local transactions in relation to global undertakings.
Business Company in British Virgin Islands
An offshore company operating in BVI is officially called International Business Company or IBC. It is the basic foundation of the financial services sector operating worldwide. It is considered a private corporation that enjoys benefits such as tax exemption, flexibility in dealing with international business activities and strict confidentiality.
The 1984 International Business Companies Ordinance of BVI paved the way in making the IBC as the offshore services model. This is clearly reflected in over 600,000 incorporations in BVI, with over 5,000 more companies being registered monthly.
Benefits of a BVI Company
British Virgin Islands offers more advantages compared to other offshore financial locations such as:
- Use of the US Dollar as official currency, thereby eliminating currency control and artificial manipulation by the local authorities of the supply of money.
- Political stability brought about by being a British Overseas Territory
- The judicial system of BVI is independent and is based on the Common Law of England.
- The standard of living in BVI is high.
- BVI does not enter into any financial aids agreements with other countries or organizations that will compromise its status full-confidentiality status.
- BVI has the latest telecommunications facilities and can easily be accessed by air or sea.
Key points to note about BVI IBC
Agent Appointment
An agent of the company, be it a director or any other person, can be appointed by the business company’s directors to act in its behalf. The job description of the agent is outlined in the company’s Memorandum and Articles of Association and can have the level of authority as specified by the directors. Agents, however, are restricted from amending the MAA, appointing other agents or directors, approving merger plans, consolidating or arranging, and making solvency declaration or approving plans for liquidation.
Legal Personality
A business company operating in BVI is considered as a legal personality and enjoys the powers provided to independant persons.
Company Name-Endings
The following name-endings and abbreviations are permitted depending on the type of company:
- Limited (Ltd)
- Corporation (Corp)
- Incorporated (Inc)
- Sociedad Anonima/Societe Anonyme (SA)
- Unlimited (Unltd)
- SPV Limited (SPV Ltd)
- SPC Limited (SPC Ltd)
- Segregated Portfolio Company Limited
- Segregated Portfolio Company Ltd
Company names may also include company number like ABC Company Number 123456 Ltd. Foreign characters can also be included and placed between the number and the appropriate ending or abbreviation.
Incorporation Types
A business company operating in BVI can be incorporated as any of the following:
- Share-limited company
- Guarantee-limited company with option to offer or not offer shares
- Unlimited company with or without permit to deal out shares
- Company with segregated portfolio
- Restricted-purpose company
Naming a Company
For purposes of registration and operation, a business company needs to reserve a business name with the Registrar of Companies. The name selected must not be similar to or identical with any other operating companies to avoid confusion and misrepresentation. The Registrar reserves the right to reject business names that it finds offensive or objectionable.
Companies that are planning to use restricted words or phrase must secure prior approval from the Financial Services Commission before registering a name. Such restricted words included:
- Assurance
- Bank
- Building Society
- Chamber of Commerce
- Chartered
- Cooperative
- Imperial
- Municipal
- Royal
- Trust
- Other words synonymous to the above
Words or phrases that suggest patronage to
British Royalty - British
- British Virgin Islands
- Other governments and/or their departments
Non-disclosure of Operational Objectives
Business companies are given the option to disclose or not in the Memorandum and Articles of Association the objects of their operations. However, a type of restricted purpose company is required to do so under the Business Companies Act.
Reporting Requirements
Business companies are not obliged to present financial account reports. They, however, are expected to maintain adequate records of the company’s transactions to easily determine its financial standing. The financial and commercial records of the company can be stored anywhere and is exempted from public disclosure.
Secrecy
Anyone involved in the operation of a business company in BVI is assured that their personal details are not available to the general public. Company registers such as members, directors, and company minutes and resolutions are safely kept by the registered agents and only company shareholders are allowed access to them. Only the company’s Memorandum and Articles of Association (MAA) is available to the public. Registering the details of company members and directors with Registrar of Companies is only optional.
Structural Adaptability
A business company in BVI can operate with just one person acting as its sole owner, shareholder, and director. There is no requirement for an IBC to appoint operating officers. The company also has the flexibility to create its own management structure based on its needs.
Tax Exemption
BVI offers a number of tax exemptions to international business companies. Foremost among these exemptions is income tax. Any earnings derived from compensations, royalties, rents, interests, and capital gains from dividends, shares, securities, and debt obligations are tax exempted. Stamp duty exemption is also provided to transactions and instruments used in securities, debt obligations, shares, and property assets. Transactions involving land-ownership, however, are not stamp duty exempted
Officers, directors, and shareholders of an IBC can come from different countries and can be an individual or a corporate entity. There is no Annual General Meeting requirement and if there is a need for such meeting, the same can be held anywhere the members see fit and by any means possible and convenient. Voting can be done by the directors and shareholders themselves or via a proxy.
Summary of BVI International Business Company Characteristics
Feature | Requirement |
|---|---|
| Account keeping | Required |
| Accounts filing | Not mandatory |
| Annual General Meeting | Not mandatory |
| Authorized capital | No specific constraint |
| Bearer shares | Yes, but held by BVI custodian. Not recommended |
| Beneficial owners disclosure to Agent | Yes, but must be strictly confidential and taken with due diligence |
| Beneficial owners disclosure to Registrar | No |
| BVI registered address | Required |
| BVI registered agent | Required |
| Capital Currency | Any. USD is common |
| Company considered formally as BVI Resident | Yes |
| Corporate directors | Permitted |
| Corporate seal | Obligatory |
| Corporate seal imprint | Under the custody of Registered Agent |
| Currency restrictions and/or control | None |
| Directors’ Register | Under the custody of Registered Agent |
| Directors’ Register is public record | No |
| Document/Official Language | English |
| Income Tax | 0 % |
| International business transaction | Allowed |
| Local business transaction | Allowed |
| Location of directors’ and/or members’ meeting | Anywhere, and can be represented by proxy |
| Members’ Register | Under the custody of Registered Agent |
| Members’ Register for public access | No |
| Minimum paid-up capital | None specified |
| How many shares commonly issued | 50,000 with or without par value |
| Minutes and resolutions | Under the custody of Registered Agent |
| Non-resident directors | Yes |
| Requirement to have local director | No |
| Number of directors | Minimum one |
| Number of shareholders/members | minimum one |
| Operational Objects | No obligation to divulge |
| Treaties on double tax avoidance | Japan, Switzerland |
| Turnaround time for incorporation | 5 -7 days |